Res 2006-035 - Laserfiche WebLink

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-I -I .1 Any notlce or other mstrument m wntmg, authorized or requITed by thIs Agreement to be given to shall ,be sufficIently Iven If sent to Public EntIty by regular mail to its offices at ces as Public EntIty may from time to trme designate in writing (t) In case any provisIOn III or obligatIOn under this Agreement shall be invalid, illegal or unenforceable III any junsdlctlOn, the validIty, legalIty and unenforceabihty of the remaining provisions or obligations shall not m any way be affected or rmpaired thereby and If any proVIsion IS inapplicable to any person or circumstances, It shall nevertheless remam applIcable to all other persons and CITcumstances. (g) ThIs Agreement may not be amended or modIfied many maTiller except by written agreement executed by all of the partIes hereto. (h) ThIS Agreement shall extend to and be bmding upon the parties hereto, and their respective successors and assIgns; prOVIded however. that tills Agreement shall not be assignable by any party without the written consent of the other partIes. (i) ThIS Agreement shall be construed m accordance with the substantive laws of the State of Texas, without regard 10 conflIcts of laws principles thereof. In connectIOn WIth any dispute arising hereunder, BaTIk of Amenca, PublIc EntllY and Bank of New York hereby consent to the non-exclusive jurisdiction of a state or federal court SItuated ill the county in the State of Texas in which Public Entity maintams Its principal office. Bank of America, Public Entity and Bank of New York hereby lITevocably waive, to the fullest extent permitted by applicable law, any ObjectlOn whlch It may now or hereafter have to the laying of venue of any such proceedmg brought in such a court and any c1arm that such proceedmg brought in such a court has been brought in an Illconvenient forum, Bank of America, Public EntIty and Bank of New York each hereby irrevocably waives any and all rights to lnal by jury m any legal proceedmg ansmg out of or relating to this Agreement. 9. Waiver of Immumty, To the extent that m any jurisdIctIOn any party may now or hereafter be entitled to claim, for Itself or llS assets, Immuruty from SUIt, executIon, attachment (before ar after judgment) or other legal process, each party mevocably agrees, to the extent perrrutted by law, not to c1arm. and it hereby waives, such IInmunity m connectIon wlth thIS Agreement. 10. DefirutlODS. Whenever used In thIS Agreement the followmg terms shall have the followmg meanings: (a) "Account" shall mean the separale custodIal account established WIth Bank of New York in the name of Bank of Amefjca and for the benefit and ~ub.lect to the control of Public Entity as secured party lD accardance wIth tills Agreement. (b) "Aggregate Margin Value" shall mean for each Business Day the sum of the Margin Values of the Securities and Proceeds compnsing the Eligible Collateral m the Account at the trme of Bank of New York's determinatIOn. (c) "Authonzed Person" shall be any officer of Public Entity or Bank of America, as the case may be, duly authorized to gIve Oral InstructIons or WTltten Instruc[]ons on behalf of PublIc EntIty or Bank of America, such persons to be deSIgnated m a Certificate substantIally m the form of Exhibit "B" for Pubhc EntIty or ExhibIt "e" for Bank of Amenca attached hereto as such exhibIts may be amended from time to trme. (d) Agreement. "Approved SubstJtutlOn" shall have tbe mf:anmg set forth III paragraph (e) of Section lof tlus (e) "Book-Enlry System" shall mean the Ff:deral Reserve/Treasury Book Entry System for receivmg and delivenng U S Government Securities.